OFFER FOR USER ACQUISITION TO THE WEBSITES
This document, hereinafter referred to as the “Offer”, establishes the legal relationship between Nivel General Trading LLC with its registered office located at OFFICE 1301-02 GREEN TOWER, BANIYAS ROAD, P.O. BOX 111881, DUBAI, U.A.E., hereinafter referred to as the “Customer”,
and the person, hereinafter referred to as the “Contractor”, duly accepted the conditions of this Offer.
By accepting the terms of this Offer, the Contractor enters into a contract for the provision of services to attract users to the websites, hereinafter referred to as the Offer.
Terms and Definitions:
Social Network (Website) shall stand for the multifunctional website, intended for interactive Users' communication and using certain program options, including interactive games, apps, as well as the mobile versions of the specified website and official applications for mobile devices and computer devices distributed through other distribution platforms.
User shall stand for an individual having registered at the Social Network and authorized by the personal account in the Social Network, and practicing access to the Software placed in the Social Network and using it.
Software shall stand for the software/interactive service of the Contractor placed in the social network (whereof the Right Holder is the Contractor having passed the procedure for the respective registration in the Website), including the interactive game, app, except for the Contractor’s software products through which the remote sales of goods, services or rights to the results of the intellectual property are performed.
Mobile Client of Social Network shall stand for the Social Networks applications for the mobile devices placed on the Mobile Platforms, as well as the version of the website of the Social Network for the Mobile Platforms.
Mobile Platform shall stand for the platforms allowing the owners of the mobile devices to acquire and install applications for their mobile devices. For the purpose of the Contract the Parties shall admit App Store, Google Play as the Mobile Platforms.
Reporting Period shall stand for one (1) calendar month unless otherwise provided.
Account shall stand for the register entry made by the Contractor in the Website and containing information on the Contractor. The Account shall be accessed through the Member Area.
Member Area shall stand for the private area of the Website which allows moving within the framework of the informational space allocated to the Contractor for the purpose of familiarization with the Statistics Data. To log in the Member Area the unique login and password obtained by the Contractor when registering on the Website shall be used.
Statistics Data shall stand for the data about attracted Users to the Website in the Reporting Period generated by the Customer based on the results of automated processing and available for the Contractor in the Member Area for studying.
1. Under this Offer, as well as the execution of the contract, the Contractor shall provide the Customer with Services for user acquisition to the social networks and other platforms (hereinafter referred to as «Website», «Websites»), by providing Internet users with access to the Contractor’s software through the Website’s interfaces, hereinafter referred to as the Service, and the Customer shall pay the Contractor a fee for the services rendered in the amount of and in the manner established by rules of each Website (hereinafter referred to as Rules).
1.1. This Rules make an integral part of the Offer between the Customer and the Contractor and shall come into force on the day of its execution and shall remain in force within its validity term.
2. The condition for joining this Offer is the execution by the Contractor of the following actions:
2.1. The Contractor sent a letter to the Customer at [email protected]
with the subject line "Accept of the Nivel General Trading LLC Offer." The letter must contain the following information and documents:
- Information about the person who sends the letter, with confirmation of authority (e.g., Power of attorney);
- Contact details: email address, phone number;
- Company name;
- Company location address;
- Company TIN;
- Beneficiary Bank;
- Account number;
- Bank account holder name;
- Company registration certificate;
- Company residency certificate;
- Letter of guarantee confirming the rights to the software.
The Offer is considered accepted by the Contractor after sending all the required documents and receiving a response letter from the Customer stating that the Contractor's application has been accepted.
2.2. Software connection to the Website hardware and software appliance.
2.3. The Contractor uses a unique login and password to access the personal cabinet received by the Contractor upon registration or otherwise established in the Rules.
2.4. The Contractor guarantees that the software to which it creates access does not contradict the applicable law, in particular, does not violate the copyright and related rights of third parties, intellectual property rights, privacy, honor, business reputation, meet the standards of morality and ethics, and also the Rules.
2.5. The Customer has the right to unilaterally for any reason refuse to place the application of the Contractor.
3. Once a month (Reporting Period) the Parties shall calculate the Contractor’s fee exclusively on the basis of the Customer’s Statistics Data only, within not more than five (5) business days from the end date of the Reporting Period, besides, the fee payment shall be made within the period not exceeding sixty (60) calendar days from the end date of the respective Reporting Period. Besides, the Parties have agreed that the fee shall not be paid out to the Contractor, if the amount thereof in the respective Reporting Period is less than one hundred (100,00) US Dollars. In this case the fee shall be paid out to the Contractor at the end of the Reporting Period in which its amount exceeds one hundred (100,00) US Dollars, or upon termination / expiry of this Contract.
4. Settlement and payment of the fee to the Contractor shall be performed upon the results of each Reporting Period on the basis of the Customer’s Statistics Data. The Contractor has the right to independently determine the amount of the Contractor's fee payable for the Reporting Period within the cost of services rendered, determined on the basis of the Customer's Statistics Data, if the fee is one hundred (100,00) US Dollars.
5. If the Customer reveals the facts of fraud when providing Services, the Customer has the right to correct the Customer's Statistics Data and take it into account when calculating the Contractor's fee. In addition, the Customer has the right to block the Contractor's Account, as well as completely and partially disable / block / delete the Contractor's Software placed in the Social Network.
6. The Contractor no later than 5 (five) business days from the date of the expiration of the Reporting Period/of receipt of the Customer’s Statistics Data for the respective Reporting Period, sends the invoice.
7. The invoice executed on the basis of the Statistics Data shall be submitted to the Customer in the electronic scanned form by the authorized representative of the Contractor and be the basis for settlements performing. The electronic documents shall be sent by the Contractor using the software of the Customer.
8. The Contractor’s Services shall be calculated in the currency specified in the Customer’s Statistics Data and shall be paid for in US Dollars (USD) or EURO (EUR). By prior agreement, the Parties may choose another payment currency – dirhams (AED), yuan (CNY). The payment shall be made in the chosen currency at the exchange rate published at the Customers website (https://niveldevelopment.com/
) on the last date of the Reporting Period. The Customer shall be deemed fulfilled its obligation on payment from the date of writing money off its settlement account. The Customer pays the full amount of remuneration to the Contractor, but does not guarantee the absence of commissions from the Contractor's bank or other additional payments resulting from the transfer of funds to the Contractor's account. The Contractor, when specifying a bank account for receiving remuneration, undertakes to find out from the bank the amount of its commissions.
Each Party independently calculates and pays all applicable taxes in accordance with the laws of the state of which it is a resident. The Customer includes to and Contractor refers to an invoice specific instructions and information in relation to taxes or any similar guides and regulations in respect of the taxes.
9. This Agreement shall be effective within 1 (one) year from the moment of acceptance of the Offer. In case none of the Parties claims for the Contract termination in thirty (30) calendar days prior to expiry hereof, it shall be tacitly prolonged for each next year.
10. This Agreement, its conclusion and performance shall be construed and governed by law of England and Wales. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English.
11. Customer has the right to unilaterally amend this Agreement, subject to notification of the Contractor of such changes through the Platform or by e-mail, at the discretion of the Customer. The Contractor is required to familiarize itself with the updated version of the Agreement. If the Contractor has not deleted the Account or has not notified the Customer about the termination of the Agreement within the five-day period specified in this clause of the Agreement, the updated version of the Agreement shall be deemed accepted by the Contractor and shall enter into force on the date specified in the updated version of the Agreement and shall apply to all agreements between the Contractor and the Customer. Changes take effect from the moment the modified text is posted on the Website at the address: https://niveldevelopment.com/acquisition-offer/
. The Contractor undertakes to regularly get acquainted with the new editions and follow the Offers of the new editions.
12. In case of receipt by the Customer of a notice (refusal), the concluded Offer is considered terminated at the initiative of the Contractor upon the expiration of 10 (ten) calendar days from the date of receipt of the notice (refusal).
13. The Offer is effective from September 10, 2023. The Agreement is effective from the moment of its acceptance by the Contractor on the terms stated in Section 1 hereof.
14. The Offer may be terminated by written agreement of the Parties.
15. The Contractor has the right to terminate this Offer unilaterally, subject to written notification of the Customer 30 (thirty) working days before the expected date of termination.
16. The Customer has the right to terminate this Offer unilaterally, subject to the sending of a written notice of termination to the address specified by the Contractor during the registration procedure. Confirmation of the Customer’s intentions to terminate the Agreement is, inter alia, blocking the access of third parties to the Contractor’s Software on the Website.
17. The invalidity of any of the provisions of the Offer does not entail the invalidity of the Offer as a whole.
18. This Offer remains in force in case of changes in the details of the Parties, changes in their constituent documents, legal form, change of ownership of one or both Parties.
19. In the event of a change in the details of one of the Parties specified in this Agreement, such Party undertakes to notify the other party about this within 3 (three) business days.
20. Written documents (including notifications, letters, claims and etc.) hereunder shall be forwarded from one of the Party to another by a courier or a registered mail. Copies of such documents can be sent by fax or email followed by a mandatory forwarding of original copies of the sent documents.
21. The Customer shall be entitled to require from the Contractor sealed copies of documents required by applicable legislation, i.e. Tax residency Certificates, a document by virtue of which, a representative of the Contractor is authorized to execute any of documents relating hereto, as well as other documents, as requested by the Customer, provided that any of such documents does not constitute a confidential information and/or a trade secret of the Contractor. The documents stated herein shall be provided within fifteen (15) calendar days from the day when required.
22. The Customer may transfer, novate and/or assign any of its rights and obligations under this Offer including the right to demand payment, as well as delegate them to third parties without the Contractor’s consent upon a written notice to the Contractor. The Contractor may not transfer, novate or assign any of its rights and obligations under this Offer, as well as delegate them to third parties without the Customer’s consent.
23. PERSONAL DATA
23.1. The Contractor acknowledges that the information data received in connection with the performance of the contract may, as applicable, contain the personal data.
23.2. The Contractor acknowledges that parties each serve as an independent Controller with respect to personal data provided under the contract.
23.3. The Contractor, acting as the Controller of personal data, agrees to comply with all applicable laws, including applicable data protection laws (including Regulation (EU) 2016/679, hereinafter referred to as the “GDPR”), including fulfillment of all duties required of Controllers under applicable data protection laws. The Contractor shall implement and maintain all appropriate technical and organisational measures, including all measures required pursuant to Article 32 of the GDPR, to ensure security of the personal data including protection against unauthorised or unlawful processing (including without limitation unauthorised or unlawful disclosure of, access to and/or alteration of the data) and against accidental loss, destruction or damage of or to it. Such measures shall ensure best practice security and be compliant with applicable data protection law at all times.
23.4. Each of the parties, acting as a Controller, has the sole and independent obligation (as between the parties) to receive and manage data subject requests regarding their respective personal data, including without limitation any request to access, correct, amend, restrict processing of, port, object to the processing of, block or delete personal data.
23.5. If applicable, and to the extent legally permitted, the Contractor will provide the Customer upon request with reasonable cooperation and assistance in relation to any correspondence, inquiry, or complaint received from a regulator, individual, supervisory authority, court, or other third party.
23.6. Where the Parties are independent Controllers, each party may appoint third party data processors to process personal data for the purposes set forth in the contract, provided that such data processors (i) agree in writing to process personal data in accordance with the contract and any other contractual agreements between the parties; (ii) implement appropriate technical and organizational security measures to protect the personal data against a security incident, in compliance with the standards required by applicable data protection laws; and (iii) otherwise provide sufficient guarantees that they will process the personal data in a manner that will meet the requirements of applicable data protection laws, including all requirements under the GDPR Article 28.
23.7. Each of the Parties agrees that personal data originating in the EEA or Switzerland, or other countries or jurisdictions recognizing the GDPR or EU Directive 95/46/EC (such locations collectively, the “Covered Areas” and such data, “European Data”) shall not be transferred to a jurisdiction outside the Covered Areas unless the transfer is subject to an Approved Transfer Mechanism.
23.8. The Contractor undertakes to provide the Customer with the information necessary to demonstrate compliance with the Contractor's obligations in terms of the data protection.
23.9. The Contractor undertakes to notify the Customer, at the earliest opportunity after becoming aware of it, of any claim of a data subject relating to the processing of his/her personal data for the purposes of performing the contract and any injunction or order issued by a regulatory, administrative and/or judicial authority relating to the processing of the personal data for the purposes of performing the contract.
23.10. The Contractor undertakes to notify the Customer of any violation of the personal data, at the earliest opportunity, after becoming aware of it. Such notification shall include the nature of the breach, the estimated number of persons involved in the breach, the categories and estimated number of the data involved, the likely consequences of the breach and the measures taken, or that the Contractor proposes to take, so as to mitigate the likely consequences of the breach and the contact details of the contact person able to provide information with regard to the breach.
23.11. The Contractor shall, immediately on demand, fully indemnify the Customer and keep the Customer fully and effectively indemnified against all costs, claims, demands, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Customer in connection with any failure of the Contractor or any third party appointed by the Contractor to comply with the provisions of this clause 16 and/or applicable data protection law in respect of its processing of the data.
23.12. The Contractor hereby agrees to and hereby enters into, as applicable, the applicable Model Clauses, the terms of which are hereby incorporated by reference into and form part of the contract.
Nivel General Trading LLC
Registered Address: OFFICE 1301-02 GREEN TOWER, BANIYAS ROAD, P.O. BOX 111881, DUBAI, U.A.E.
Correspondence address: OFFICE 1301-02 GREEN TOWER, BANIYAS ROAD, P.O. BOX 111881, DUBAI, U.A.E.
CNY IBAN: AE230260001025832054605
Bank details: EMIRATES NBD, BENIYAS STREET, DEIRA, DUBAI, U.A.E.
SWIFT BIC: EBILAEAD
September 10, 2023
© Nivel 2023